Things change
by car54
Summary: Things will never be the same after Ben returns home with the Omnitrix.
1. Chapter 1

Now the whole world knew; there was no more hiding it, Vilgax had seen to that. As hard as it had been, Ben had done as Grandpa had said and kept everything he'd done over the summer a secret. Then that creep had to show up, wreak his house, threaten his dad and tear up half of Bellwood.

In addition to giving the people of Earth a violent introduction to the fact that alien life exist, Vilgax had also might as well have put a neon sign up telling everyone where Ben lived. He knew he'd be getting some unwanted visitors, soon.

It didn't take long for Ben to be proven right. The first day of school had been very short as a result of Dr. Animos decision to stop by the school for a less than friendly reunion with Ben. During that unwanted reunion Ben was amazed at how well he and Gwen had worked together. They seemed perfectly in sync, almost as though each knew the others thoughts. Animo didn't have a chance. Of course, the school would need some repairs.

When they got home they walked into, not quite an argument, but certainly a lively discussion.

"So, Dad, now Ben had some alien weapon on his wrist, my daughter is some sort of sorceress and they both have made some serious enemies. Is that right?"

"It's not like I set out for that to happen son. But I am proud of how they have handled it."

"Now, let's just calm down." Carl interjected. "We have to deal with the situation we have and not argue about how it happened."

Frank turned to his brother. "You actually like this don't you. I saw you guys on the news, you looked like you were enjoying yourself."

"Enjoying myself, I don't think I'd go that far, but it's easier to know the reason that Aunt Vera raised us was something more important than some clogged drains." He turned to his son and niece as they entered. "Hi kids, why are you home so early?"

Ben answered. "We need to talk about that. Animo attacked the school."

"Attacked the school, why?" Carl suspected he knew the answer but he hoped he was wrong."

"Son you know the answer. With all of the media coverage he knew where to find the kids."

"So grandpa, are the plumbers going to be reactivated? Ben was trying to avoid where this conversation was likely to go. Gwen was just quietly sitting next to Ben.

Yes, they will reactivate no need to hide behind code words like plumbers any more, Just earth defense forces."

"Great, where do we sign up?" _We? When had he started thinking of everything in terms of "we"? _

Max laughed lightly. "Not so fast, you guys are ten years old. You're a little young to join."

Sandra spoke up. "Maybe they can't be plumbers, or whatever you're going to call your selves now, but they are in danger, we all are. What should we do Max?"

"Well, I've got some help coming. Joel and Camille along with Gordon and Vera will be here. At least until we're up to full strength again. Oh, also Ben, I've got some help coming for you. Xylene will be coming to teach you about the ominitrix. You can't afford the time to learn by trial and error."

Gwen started to make one of her usual sarcastic comments about how much error there would be, but she stopped herself. _I must be going soft, I don't want to…_she was surprised at her own thoughts. _I don't want to hurt him._ _And I don't want him mad at me._

"Do you know anyone who can teach me?" Gwen asked.

"No pumpkin, I'm afraid you'll have to keep practicing on you own."

"Don't worry Gwen." Ben said. "You're a great magician, you'll do fine. I'll help you if I can." Ben saw the smile on Gwen's face; he was confused about how that made him feel."

School and defense lessons went on as usual for a while. Ben and Gwen got in the habit of hanging out whenever they weren't busy with something that prevented it. Today they were up in Gwen's room studying and talking.

"Nice," Gwen said as she looked at Ben's most recent math test. "I told you studying would do you good."

"Yeah, well I've final got someone to study with. It's not so lame that way."

She smiled, "Yeah I guess it does help. I'm kind of stuck on this history questions though."

"Let's look it up." Ben suggested, and began to walk over to her computer.

Gwen was about to walk over there with him. Then her eyes went wide.

"No! "She yelled. She didn't remember if she had erased her search history. She didn't need him seeing that.

"What's wrong Gwen? I won't ruin your computer. I've learned a lot about these things as Upgrade.

She decided to take a gamble on their improving friendship.

"There's some personal stuff on it and I'd like to keep it private."

"Oh, alright then." I'll wait until you can make it safe for me to look at." That earned him another smile. _There was that feeling again._ Then he got something else. She leaned over and kissed him on the cheek. That sent up feelings that made the smile feelings pale in comparison.

"Thanks, Ben. It means a lot to me that I can trust you."

"No problem. Now do whatever you need to do so we can look up the answer to this question."

The next day after school got out Ben and Gwen were about to walk home together when Ben said "Gwen, would it be okay with you if you walk home without me this time. I've got to talk to Grandpa about something."

"Something you can't talk to me about?"

_Defiantly not you_ Ben thought.

"It's guy stuff. I'll make it up to you. This weekend you decide what we do. Anything you want, shopping or even a chick flick. I'll do it with no complaint."

"Alright, I'll see you at home."

Ben hit the omnitrix and went to where he knew Grandpa would be. As the new Chief of Earth defense forces.

The staff of course knew who Ben was, he and Gwen had authorization onto the facility anytime. He was escorted to see Max.

"Ben, come in. Is everything alright?"  
"Yeah, Grandpa, This isn't about aliens or anything like that. It's…personal."

"Oh, I need to take of the Chief hat and put the Grandpa hat back on, ok. Tell me all about it."

"Well, it's about." Ben hesitated. "Girls"

"I see, well Ben, you're about to turn eleven, I'm not surprised that you've started to think about that. So are we talking about girls in general, or is there one in particular."

"One particular girl." Ben answered.

"Well tell me what the problem is."

"I'm confused about what I feel for her. I might talk to her about it but I'm really afraid of what she'll say."

Max sat for a minute with a pensive look on his face.

"Well, you'll lose her for sure if you never tell her that you have feelings for her. You say you're confused about her, why?"

Ben didn't know how to answer this.

"I...Uh…think it's just a little weird. I mean not weird like wrong weird but….her parents might not like it. And I don't want to end up in a Romeo and Juliet kind of thing."

"Wow, your studying with Gwen really is paying off, not long ago you would never have made a Shakespearian reference. "

Ben sat nervously hoping that he hadn't made a mistake by coming here.

"So Ben, what's the lucky girls' name?"

Ben couldn't help reacting to that.

"Lucky girl…What?"

Max smiled. "The girl Ben, what's her name?"

"Well, uh…I…um…"

"Ben." Max interrupted Bens stammering. "Is it Gwen?"


	2. Chapter 2

Gwen thought silently to herself as she walked home alone. Why did that bother her, to walk home without the dweeb?

That term, she thought. It doesn't mean the same thing it used to. Dweeb and doofus used to be their favorite insults for each other. Now they seemed to be turning into terms of endearment.

They had certainly had been through a lot together. They had faced loosing each other, (which they once would have considered a blessing, or so they claimed.) and had risked their own lives to save each other. Maybe that made them realize what each meant to the other. Now, they spent most of their time together. Sometimes training, sometimes studding and sometimes just hanging out and having fun. She found that she enjoyed the time they spend together, and she wasn't happy at the prospect that soon his house would be finished and he wouldn't be just down the hall anytime she wanted him.

She remembered after they had returned from the road trip to end all road trips, and how those events had changed their lives. After the battles with Vilgax and Animo the two of them became celebrities at school. They were at the age when kids start to change their attitudes about the opposite sex. A couple of boys had even shown an interest in going out with her. Of course she knew that they were just interested in her because of her new found popularity. They really still saw her as "That geek girl" and didn't really care about her.

Ben had gotten similar attention, and she found that it bothered her. Just like when He had a crush on that tramp Kia. She worried that his ego would leave him open to heartache latter. Or she told herself that what bothered her. She found she had to admit to herself that she was jealous. Fortunately, he had also seen through the insincere interest of those girls and had not gotten involved with any of those them. He had told her that he'd rather hang out with her anyway. She couldn't explain to herself why hearing that felt so good.

Then the other day, when she had been looking up information for her physical science class, she found a link to a site about cousin couples. She clicked on the link and found a wealth of information. Like that in most of the world it's not frowned on, also that a lot of well-respected people have had such relationships. She found that that she liked hearing that and walking alone this afternoon she faced the reason why.

There was no hiding from it any more. She was attracted to Ben.

She didn't know if she could say she was in love or if it was just a crush. These days Gwen's intellect had to fight with her hormone driven emotions for control of her actions and it confused her. She wanted this to be the real thing, but she also knew that it could create so many problems. What should she do? Just hope it would pass, somehow she thought that was unlikely. Should she just come straight out with Ben and tell him what she's feeling? That could be risky in a few different ways. Maybe she could find someone she could talk to. Someone she could trust, but who?

Gwen's thoughts were interrupted by a loud explosion…From a short distance ahead of her. Gwen saw smoke rising into the air. She ran to find out what has happened, hoping that it wouldn't be her house. When she got close enough she saw just what she has had been afraid of. Her home was a pile of rubble. She didn't want to look any closer for fear of what, or who she might see among the remains of the house.

Gwen heard someone coming and hid under a car in a nearby drive way. Then she saw them, forever knights. This had not been any kind of accident.

"You idiot, you were supposed to wait until the whole family was at home." One of the Knights said another.

"They should all have been here." The other protested.

The leader then confirmed Gwen's worst fears.

"There should be seven bodies, how many do you count?" He shouted, his face inches away from the subordinates face.

"Four, only four."

"And do any of them look like kids or an old man?"

"No." was all the lesser knight had to say.

From her hiding place Gwen tried to keep herself under control. _Mom, Dad, _she thought. She wanted so badly to scream, to cry. But if she did she would be next. She had to get out of here and get to Ben and Grandpa, the only family she had left.

Ben sat there stunned into silence. Grandpa, it seems has seen right through him. Ben was totally exposed and he didn't know what to do, what Grandpa would do.

"Uh, Grandpa, I, uh, I mean, well." Ben stopped to collect his thoughts and, hopefully talk to his grandfather about this.

"Grandpa, I wish I could say that I can explain, but I can't." Ben explained. "It's just that we've been thought so much, and seen each other through it. I came to realize what she meant to me. No one else is such and important part of my life…"

Max held up a hand to silence his grandson. "Ben, I've seen the signs for a while now, but not until they were too far along for me to just take one of you home and cut it off. I took a lot of time to think about this. I kind of went back and forth about the right thing to do."

Max paused before going further. "Ben, I got some advice about this form Xylene when she was in-between training sessions with you. She pointed out the obvious to me. That she and I have always had an attraction to each other." Max sighed then continued. "Even though I married a human, I still always had feelings for her. And of course, Joel married an alien. So, I should leave it to the two of you to decide about the nature of your relationship."

"But, remember, Ben you don't know if she feels the same way. And even if she does, she may not want to go that direction. It could be her and not any of us adults who insist on a separation until you 'get past' these feelings. I just don't want to see either of you get hurt. If you both want this, who am I to stop you."

"Thanks Grandpa. I know how it could go. I'll find some time to talk to her and see what happens." Then Ben added, "Uh, things going well with Xylene?"

Max smiled, "Yeah, pretty well…"

Then Maxes phone rang.

"Max Tennyson."

As Max listened to someone on the other end, his face went pale.

"I understand." With that he hung up.

Ben knew this couldn't be good. His grandpa turned to him. "Ben, Frank's house has been destroyed.

Ben could only think of one thing…._GWEN._


	3. Chapter 3

Gwen held back her tears. If she let herself cry the forever knights would hear her and she couldn't fight all of them alone. She watched them move away from what used to be her home. She heard the sirens of the emergency vehicles responding. The knights were moving in that direction.

Gwen realized what they were doing. They were going to keep any help from arriving. She looked toward her home; if her family had any chance of survival those fire trucks were it but if she acted they would find her, find her alone and there would be five bodies when someone did get to the house.

She had no choice; she had to try to save anyone who was still alive. She raised her hand and whispered something she had read in her spell book. The knights that were about the attack the first fire truck were flung to the side and the convoy of emergency vehicles passed them. The lead knight, it didn't look like the forever king, spoke "One of our targets isn't far away. FIND HER!"

The knights abandon their efforts to stop the fire trucks and went in search of her. At least she accomplished what she had set out to do; the fire trucks were at her house to help her family. Gwen saw the firemen working franticly to save everyone. Then she just faintly heard and in a somber tone, over a fireman's radio. "Put the others on the ambulance first, I don't think there's any hurry for this one."

Her heart sank at those words. But she didn't have much time to think about it. One of the knights had spotted her and the others were closing in on her. She did the only thing she could do, she ran.

She used everything she could think of to keep from getting caught but everywhere she went there was another knight. She used her magic to push them aside, to levitate out of their way or lift them out of her way, but they kept her in a tighter and tighter space. Just as she was thinking that she'd be with her parents soon she smelled something…Stinkfly!

Ben came in as stinkfly and landed in front of her. Then he surprised her by changing into Diamond Head. Ben shielded her from the knights' weapon and struck him across the neck with his arm. He heard a crack and the knight slumped to the ground. He didn't look like he'd be getting up. Ben then turned to Gwen and said "Come on; let's show them that no one hurts our family."

Gwen didn't hesitate to join Ben as he went after the knights. As she and Ben found the nearest knight Gwen saw an unusual vehicle drive up. She knew it was a Plumber, or rather Earth Defense Forces vehicle. Grandpa, Joel and Xylene got out and joined the fight. Max called to them. "Kids, make sure those ambulances get out on their way to the hospital." Ben and Gwen moved quickly to do just that. They both watched as the ambulances made their way to hopefully save their family. Then they turned to join their Grandpa and continue the fight.

It didn't take long for them to take all of the remaining knights into custody. They were transported to a detention facility. Max turned to his grandkids and said, in a somber tone, "Come on. Let's get to the hospital. Max pressed a button on some kind of control he had and the E.D.F. vehicle opened up to let them in. They made their way to the hospital. Gwen hadn't had much time to deal with all that had happened; she'd been too busy defending the Emergency vehicles and her own life. She needed to talk; she needed to hear a friendly voice. She needed to get her mind off of this until she knew more. She spoke to Ben.

"That was pretty cool back there, how did you make changes on the fly like that?"

Ben knew that she was avoiding the things that were really on her mind, and his, but he didn't mind putting that off for a while. "Well, you remember what Grandpa said about not having time for trial and error." She nodded. "Well he wasn't kidding, Xylene has taught me a lot about this thing." He gestured to the omnitrix, "Its way more amazing that we thought Gwen. I, uh, think that Grandpa is enjoying having her around.

_Ben want's to gossip _about_ relationships? _She thought. _He's as scared as I am._ She kept the distracting conversation going.

"Really, I wonder if we'll have a reptilian Grandma soon."

Ben laughed, "As far as I know they aren't shopping for rings or anything."

They arrived at the hospital. No superficial conversation was going to overshadow the matter at hand now. They sat in the emergency waiting room. Some drivel was on the TV. If it was meant to make to wait less agonizing it didn't work. It only served to remind you of where you were and emphasize how much you didn't want to be there. One of the other members of the misery and worry club was talking on his phone, complaining about how long it was taking to get back to see a nurse 'Because a couple of ambulances came in. now I'll be sitting here all night.' She wanted to scream at him that she would gladly trade places if she could. Another man in the waiting room was just sitting there with his head in his hands. She knew what he felt like.

"I wish I'd never found this thing." Ben said.

"Oh, Ben" Gwen said, her heart breaking at the anguish in his voice. "It isn't your fault."

"Isn't it? This happen because I'm a target, I'm a target because of this." He held up his left wrist. "And that's why the people who raised us are in there d…" He couldn't finish his sentence.

Gwen sat silently for a second she wanted to make sure she really believed what she was about to say. She sighed and spoke. "Ben, if you hadn't gone to check out that 'meteor', or had left the omnitrix in the crater you found it in. It's true that we would have had fewer troubles. But someone else would have found it. If not Vilgax then maybe someone like Kevin, or Dr. Amimo. Or maybe just some average person, who wouldn't have been able to keep it away from those guys."

Ben listened intently to what Gwen was saying. Part of him wanted to reject it and argue that maybe nothing would have happened, but he knew that it would have been a matter of time before someone found it. And he desperately wanted to believe that all of this had served some purpose. Gwen continued.

"There's another reason that I'm glad you found it. All we've been through has brought us closer together. It taught us to value each other and work together. It made us best friends and showed me how much you meant to me, and I wouldn't trade that for anything Ben."

Ben was really touched by what Gwen had said. He took hold of her hand; "It means a lot to hear you say that. It's meant a lot to me too. I couldn't ask for a better partner, or friend." He wanted to tell her then that he was starting to think that he might want more than a friendship but things were hard enough right now and it wasn't a good time to bring up something like that. Besides, he wouldn't be able to take rejection right now if that was the way she responded. _And let's face it Ben, how else do you expect her to respond. _He thought to himself.

Gwen had the hint of a tear in her eye as she hugged Ben. He happily returned the hug.

"No more talk about blaming yourself, alright."

"Okay." He said. Just then one of the Doctors walked up to them. "Are you the Tennyson family?"

"That's us." Max answered.

"Let's find a private place to talk."


	4. Chapter 4

The doctor led the Tennyson's to a small room near the waiting area. It was made to look like a small living room; there was a sofa and a couple of armchairs around a coffee table. The room was carpeted with tan carpeting. It would be a nice environment, if not for its intended purpose. Ben wondered how many family members had heard that someone they love would never walk, or would need special care for the rest of their lives…or that they were _gone_. He was afraid like never before of what he was about to hear in this room. Max sat in one of the chairs and the Doctor in another. Ben and Gwen sat on the sofa as close as they could get to each other, both needing the comfort.

"I'm Doctor Marcus. I'm the lead doctor caring for your family. What I need to tell you is…" He paused. "Things aren't looking good. Sandra, Carl and Frank suffered severe injuries. They will survive but, they will all have lasting injuries."

"What about my mom?" Gwen asked in a slightly quivering voice. Ben responded by putting an arm around her and pulling her in closer to him.

"Lily is alive but the injuries are just too extensive, she's not going to last much longer.

That was more that Gwen could stand. She broke down crying as Ben pulled her into an embrace, crying a little himself. He looked over Gwen's shoulder at his left arm. He thought about what Gwen had said about the omnitrix. Then it hit him…how could he have been so stupid not to think of this before.

"I know what to do."

"What do you mean Ben?" Max asked.

Ben pulled away from the hug with Gwen. "I KNOW WHAT TO DO. Doctor, can I see Aunt Lily?"

Doctor Marcus had seen all kinds of reactions to bad news but this was a new one. _Well,_ He thought; _if it makes it easier for him to cope._ "Alright, follow me."

Ben followed close behind the doctor. Gwen and max not far behind them. They arrived at Lily's bedside. Seeing her mother like this was more that Gwen could stand and she buried her face into her grandpa's shirt and sobbed.

Ben knew he didn't have a lot of time. He raised his left arm and reached for the omnitrix as though he were going to change.

"Ben, what are you doing?" Max asked.

"Something Xylene taught me." Ben touched part of the face of the omintrix, and then he turned the dial around the rim. The omnitrix emitted a green fan shaped beam that went up and down Lily's body twice. Then some sort of readout appeared just above the face of the omnitrix.

By this time Gwen and Max were looking on. "Ben, what are you doing?" This time it was Gwen asking. Ben just held up a hand. "I guess I'm showing you some of the things I've learned about this thing." Ben looked at the readout and then turned the dial again. This time a red beam fanned out over Lily's body, and then a different readout appeared above to omnitrix.

As they watched, the readings on the hospital monitors began to get better. Ben looked at his own monitor and said "I think that did it." His voice became excited. "Yes, that did it." He turned to everyone and said. "This can do a lot more that change me into aliens. I mean think about it, if that were all it could do would it be so important to everyone?"

"Ben, what did you do?" Max asked.

Ben explained. "It changes me by working on the genetic level. It can do a lot more than that. It can repair cells. It can make them start dividing again, or start acting as stem cells, only at an accelerated rate.

Gwen looked on hopefully; she may not lose her mother after all. She looked over at Ben. _Ben,_ she thought to herself_, I swear if this works then cousin or not I'll kiss you full on the lips. _

The doctor checked the monitors and looked Lily over. "She does seem to be improving, slowly."

Ben explained. Xylene told me that as much as possible I should let the body do its own healing."

The doctor nodded at this. "Yes, she should recover nicely, with a little time under our care."

Gwen was as happy as she had ever been, and she kept her vow. She ran over to Ben, put her hands on each of his cheeks and kissed him square on the lips. She found that she liked it a lot more than she would have thought. She noticed that he didn't seem to mind it either.

They separated from the kiss. Max was looking on with a little bit of a grin, and said "Okay Ben, any chance that you can help the others?"

"Yeah, I think so, If it's okay with you doc."

"Of course young man, come with me."

The doctor led them to another treatment area where the others were. Ben, Gwen and Max followed close behind. Gwen kept her arm wrapped around Bens all the way.

It hurt all three of them to see people they loved in such bad conditions. Sandra was missing an arm, Franks had all of his limbs, but his whole body was torn up and Carl was missing most of his face. Gwen couldn't look; she buried her face in her grandpa again.

Ben did just as he had before, letting the omnitrix scan them and then directing it to fix only enough to get them out of danger. Well that and make sure they didn't have any lasting injuries, like missing limbs or faces, Xylene might not approve…or maybe she would. Either way it wouldn't change his choice to do it.

Everyone was on pins and needles waiting for Ben to finish. When he was done, Ben looked at them all and said, "That about dose it," He turned to the doctor, "With your help I think they'll be alright.

Doctor Marcus checked each of the patients and replied. "I think your right young man. You've just saved your family." Gwen didn't wait; she rushed to Ben and held him as tightly as she could.

"Thank you Ben, Thank you so much."

Ben returned the hug. "Don't thank me, thank the omnitrix."

She backed up a little. "Why Ben, you mean you don't want to take a bow. "She said teasingly.

He laughed a little then paused. "You know Gwen, not too long ago I probably would have made a big deal of how **I** had saved everyone. Like the time we found the luck charm of Bezel."

"Yeah, I remember." "Who's your hero" She said imitating his voice.

"Yeah, but remember what I said, even though I didn't mean it at the time, that it's not about who gets the credit. Well, I guess I've taken my own advice. I've come to realize that that's true. And I have you and Grandpa to thank for that."

"Oh, Ben, that's sweet. "She gave him a peck on the cheek.

Bens' face turned red. "You know, it was always a huge adrenalin rush, and ego boost to beat the bad guys and getting all the cheers but what happened in there..." He gestured back to the room they had just left. "…was satisfying in another way, a way better way."

Max smiled. "Ben, you just might grow up yet." They all laughed.


	5. Chapter 5

"Well, I didn't expect to be staying in the rustbucket tonight." Ben said.

"Yeah." Gwen responded. "It looks like we'll be staying here for a while, so we better make the best of it."

"I'm glad to see you in a good mood."

"Thanks Ben. It's such a relief to know that everyone will be all right. Thanks again for that."

"Yeah, no problem, it was kind of awkward when you kissed me though."

Gwen gave him a teasing look and said. "What didn't you like it?"

"Never said I didn't, but everyone was watching."

"Aw, did I embarrass you?"

Ben didn't know what to make of this banter that was going on between him and Gwen. Was she just kidding around or was there more to this, like what he thought he felt. He kind of wanted to get it out in the open but he was afraid of what would happen. She couldn't feel the same way, Could she? How can he know what he's feeling? It could be just a crush stemming from all that they'd been through together. Or it could be love. His dad didn't seem to think that an 11 year old kid could even know what love is. How is he supposed to know?

"Earth to dweeb, I said, did I embarrass you?"

"Uh, oh, sorry, I was kind of zoning out."

"Yeah, I noticed."

Ben decided to take a chance. "Well, to answer your question, no. You didn't embarrass me, well, not much. In fact it was kind of nice...don't you think?"

Ben smiled as he looked at Gwen. "Why Gwen, your face is a beautiful shade of red." He said in a teasing tone.

"Doofus." _Talk to him Gwen. This has got to be worked out one way or another sooner or later._ She told herself. She was afraid of what he would say. _How am I going to get up the nerve to talk to him about this?_

Ben just laughed, but then Gwen reminded him of something.

"Ben, you did say that I could decide what we would do together next, remember?"

That caught Ben off guard. "Yeah…what do you have in mind?"

"Well, what do you think I have in mind?" She hoped his reaction might tell her something.

"Uh, I uh don't know." He tried not to let his imagination get away with him. "That's why I asked you."

She wasn't sure what to make of his response. She'd have to think about that later.

"Well, I think I'd like for you to take me to a movie. And, yes I do have one in mind."

"I did say anything you wanted. So what's the movie?"

_Oh, he's going to hate this. Let's see if he tries to back out._ "It's a romantic movie. It's called Lilacs and Love Letters. It's supposed to be a real tear jerker."

"Uh, well, I did promise you that we'd do anything you wanted…Alright, we'll go."

Gwen was thrilled to hear him say that. Not so much because she wanted to see the movie, although she did, but because Ben was keeping his promise to her. Not so long ago he would have tried to worm his way out of it…. Maybe she should give him an out.

"We could find something more interesting to you if you want."

"No, it's okay, things have been pretty rough recently. If this will make you happy well do it. Besides, I don't want to back out on my word."

She smiled. "Alright, we'll go tomorrow, thanks Ben."

The next afternoon the kids were getting ready for the movie.

"Let me get this straight," Max said "you guys are going to a romantic movie. And Ben doesn't mind that?"

"Yeah, well, it's not what I would have chosen but this is what Gwen chose."

"Ben, can we talk in private? Max asked.

"Yeah, sure." They stepped out of the rustbucket.

"Ben, like I said, I won't judge you for your feelings but I don't want you to start thinking of Gwen as '_your girl'_ unless she feels the same way. It could end in a lot of pain for both of you."

"I know Grandpa. It's not a date," _then why does it feel so much like one. He asked himself. "_I just made a promise and she's calling me on it."

"Alright, get back in there; you don't want to keep a lady waiting."

Gwen was getting ready in the bathroom. She looked at herself in the mirror. And started to talk some things over with herself.

_So, why am I so nervous? I'm acting like I'm going to the prom. _

_Because I'm starting to have feelings for him that I shouldn't._

_Why not, remember, grandpa had, no has, a relationship with an alien, a reptile. _

_Who can help me sort this out?_

She came out of the bathroom and saw Ben waiting for her. _Wow, he's really handsome when he bothers to groom himself._ She thought.

Ben for his part was stunned when he saw Gwen. But he kept himself under control.

"Well, are you ready Gwen?"

"Yeah, I'm ready, let's go."

They arrived at the theater and Ben bought the tickets. He then got some popcorn and a drink for them and then an idea came to him. He bought a chocolate bar. When they got to their seats he unwrapped the chocolate bar, broke it in two and handed one half to Gwen.

"Chocolate is for heroes," He told her.

That brought a big smile to her face. It felt good to have him acknowledge her part in their heroics.

"Thanks Ben, that's sweet,"

"Ah, you earned it. Wait, you don't have that tape recorder with you, do you?"

"Ha ha, no, I don't have it."

Ben laughed, "Okay…The movies starting."

Gwen was caught up in the movie from start to finish. Ben was less enthusiastic. He almost fell asleep twice. But when he looked over at Gwen enjoying the movie so much it was worth it.

After the movie was over and they were leaving the theater Gwen couldn't stop going on about how much she loved the movie.

"That was so amazing. And when he sent her that last love letter, and it was just a single lilac pedal, it was so beautiful. I mean was there a dry eye in the house then."

"Not too many I guess."

"Oh, Ben, I know it wasn't what you wanted to see. Thank you for taking me." She emphasized her words with a hug. "Next time you chose the movie, okay."

"Alright," He answered.

They walked back to the rustbucket. They didn't talk much, they were both thinking about the same thing, although neither of them knew it. Gwen was trying to decide who she could talk to so that she could decide what to do about her feelings. Before they reached the rustbucket she had reached a decision.

"So, how was the movie?" Max asked.

"It was alright."

"It was so wonderful, and Ben was a perfect gentleman."

"Really, I'm impressed. So you guys ready for some supper?" Max asked as he showed them something unidentifiable in a sauce pan.

"Uh, we had a lot to eat at the movie." Ben answered. Gwen had a relieved look on her face.

Later that night, after everyone was asleep, Gwen, who had waited for this time, got up and very quietly made her way to where Max was sleeping. She gently woke him.

"What's wrong Gwen?" Max asked in a drowsy voice.

"Nothing's wrong. I just needed to talk to you about something, privately."

"Okay Gwen. Let's step outside." They did as max had said. After they got outside Gwen braced herself for what she was about to say.

"Wow, it's a really nice night isn't it?"

"Yes, but I don't think you brought me out here in the middle of the night to talk about the weather."

She laughed nervously. "No…not about the weather." She paused. "You know Ben and I have been through a lot since finding the omnitrix. It's really taught him a lot…about himself and how to be a better person. It's taught me a lot about him too. About how much I care about him."

Max was starting to see where this was going; not that he hadn't kind of expected it.

Gwen continued. "Grandpa, I don't know how to say this but I think I'm developing feelings for him. I think I may have fallen for my cousin. I love him, I want to love him but maybe I shouldn't. What do I do Grandpa?"

Max thought about this for a minute. Then he decided what to do.

"Gwen, you'll be glad to know that Ben has spoken to me about this same thing. In the morning we all need to talk about this."

Gwen was ecstatic to hear that Ben had the kind of feelings she did. "Okay Grandpa, we'll talk about it then."

The next morning the kids got up and came out to breakfast, it smelled good. They found that Max had made hash browns and sausage, a normal breakfast. They ate it enthusiastically. After breakfast was over Max spoke.

"Kids, I've talked to both of you on a similar subject recently. I'll just say it bluntly. You each have told me that you may be falling in love with the other."

Gwen was a little less shocked than Ben since she knew this subject was coming. But it was still frightening to have it out in the open.

"Well, Let me ask each of you, am I right?" "Ben?"

"Yeah." He turned to Gwen. "I love you. I know it's weird but I love you." He winced.

Tears started to well up in Gwen's eyes. "I love you to Ben, so much."

"Alright love birds. I don't want to dump cold water on your moment but I do want you to remember that you're just about to turn eleven years old. This is a new kind of feeling for both of you. I want to be honest with you; your feelings may change in time. As for the whole cousin thing, well I'm guessing that Gwen has done some research on the subject." Gwen nodded. "You may take some heat for it but if you're willing to face it I'll stand by you. Just keep talking to me and I'll help you anyway I can. We are going to have some more talks about matters of the heart soon."

"Okay grandpa." They both said in unison. Then Gwen said, "There's one thing I've been waiting to do." Gwen walked over to where Ben was, he got up from his seat as she approached. She put her arms around his neck leaned in close to him and placed her lips on his, not like the last time, which was out of joy, relief and gratitude. This was a kiss of pure love. Ben returned the kiss and took her into his arms. After a moment they separated. Grandpa was worried that they might be in for a letdown as they got older but they knew both knew that this would last. At a young age they each had found the love of their lives.


	6. Chapter 6

"This was a great date idea Ben." Gwen said as they walked into 'Putters-N-Pizza'.

"I'm glad you like it." Ben said. "So, where do you want to start; the golf course, the game room or some pizza."

"Why don't we save the pizza for after the game?"

"Okay, we'll start with golf, maybe the game room then pizza."

They played 18 holes while they talked and laughed together. Gwen won by one stroke. Then they went inside to "The Dragons lair" arcade.

"Oh, here's one I haven't played in a long time." They walked up to one of the games; it was one of the classics from the 80's. Ben put a Quarter in, the game started.

"_Greetings Starfighter, You have been recruited by the star league to defend the frontier against Xur and the Ko-Dan armada."_

"Really Ben, fighting aliens, don't we do enough of that in real life?"

"Yeah, I know, but the stakes are a little lower here, it's just a game."

"As long as we don't get sucked into it." She said with a grin.

"What, warrior Gwen doesn't think she can handle a gunstar?"

"Alright, that's it. When you're done there it's my turn."

Ben played for quite a long time and when he finished he was given the chance to put his initials in the high score board. So he entered B K T and found he had the high score for the day. Not the highest score ever, that belonged to A _ R, whoever that was.

It was Gwen's turn. She did pretty well and also got on the high score board, at number three.

After that they ordered a pizza and sat down to eat and talk. They spoke about possibly seeing some friends soon, Eddy Grand Smith and Lucy Mann. They also spoke about college, a subject that both had been thinking about recently. Then another subject came up.

"Ben, I think our moms may be catching on to us."

"You think so."

Gwen nodded. My mom has been asking me lately about boys. She asked if I have a boyfriend and she gave me a funny look when I told her no. Then she said that I might if I would spend time with someone other than you."

Ben looked pensive for a moment. "I'm hearing the same thing from my mom. You want to hear the funny thing though. Once when we were talking about this she said 'too bad Gwen is your cousin, you get along so well'. I wondered if she was watching my reaction for clues."

"Do you think she picked up any?"

Ben shook his head. "No, I've developed a pretty good poker face. They do talk to each other a lot though."

Gwen laughed. "Yeah, and last week they went to lunch together. Maybe I'm just being paranoid but I wonder if they talked about us."

"It wouldn't surprise me; ya know, your mom knows you pretty well." He paused and continued. "I know this can't stay a secret forever, I'm just worried about how they'll react. I kind of wanted to wait a couple of years so they can't separate us."

Gwen put her hand on Bens. "I don't want to keep it a secret anymore, and like I said, I think there catching on to us. We'll face it together."

"Alright," Ben said. "We'll tell them. I don't' want it to be all formal, like a big family meeting, we'll just find a time to tell them; when Grandpa's around."

"How about I suggest that my we invite your family over some evening soon?" Gwen said.

"Alright, we'll find a time then to tell them. Nothing's going to keep me away from you anyway."

"Aw, Ben, you're so sweet." She leaned over and gave him a kiss.

The next day Gwen was talking to her mother in the living room.

"So, any plans for this weekend sweetheart?"

"No, none yet."

"What, you're not going anywhere with Ben?"

"Actually, I thought we might invite Ben, Uncle Carl and Aunt Sandra over here, Grandpa to. We could have a kind of big family night." _Family night, great way to put it Gwen, when you're going to tell them that you're in love with your cousin,_ she thought to herself.

"Well, alright Gwen. I'll call Sandra and you call Max.

That Saturday all of the Tennyson's were at Gwen's house. They sat and talked and played some games together. Lilly and Sandra made a special meal for the occasion. After the meal was over everyone went into the living room. After some conversation the two teenagers became the subject of discussion.

"So Ben, Gwen tells me that you've been doing quite well with your studies." Frank said.

"Yeah, I guess Gwen finally convinced me that I need to keep up my grades. She's been a lot of help."

Sandra spoke. "Ben told me that he and Gwen are planning to attend the same college. They'll split the rent on an apartment."

Lilly had a small grin on her face when she said, "Ben is going to break a lot of hearts when he moves away."

"I don't know Lilly," Sandra said. "He doesn't seem to go out with girls much."

"Yes, I know what you mean. Our Gwen, as pretty as she is, isn't dating much either. In fact she's turned a couple of boys down."

Gwen knew it was time to speak up. In fact she was getting more certain that her mom and aunt were at least suspicious, so might as well get it out in the open.

"Uh, mom, I guess that now would be as good a time as any to tell you that there is a boy that I've fallen for."

"Oh," Frank said. "Tell me about this boy who had charmed my daughter."

Gwen looked at her mother. Was that a knowing look or was Gwen just imagining it. "Well, you've met him. Uh, he's the only boy who I think respects me and Uh…"

Gwen thought she knew how she was going to tell them but now that the time had come it wasn't so easy. Ben resolved that, sort of.  
"It's me."

"I'm sorry, what? Frank said.

"Ben and I, we've…grown attached."

"Well "Lilly said, "Sandra were wondering what was going on. You two are both popular, you don't date and you spend all of your time together. Still, hearing it is a little strange. 

Frank shook his head. "Yes, a little strange. I don't want to fly off the handle here, what do you guys think?"

Carl held up one finger as he put his words together. He spoke. "In some parts of the world this wouldn't be a problem but you know it's not well accepted here, don't you?"

"Yeah, we know." Ben answered. But, well a lot of things that used to be unacceptable are becoming alright, at least in common opinion, why not this?"

"I see your point." Carl said. Ladies, what do you think?"

Sandra answered. "Like we said, we knew something was going on and we've had some time to talk about it. It's not the worst thing we considered." She turned to Lilly. "I don't want to speak for you Lilly but, I think I can back them on this."

"Yes, I agree, as I thought about it I realized, at least my daughter is with someone I can trust. I was worried she'd end up with some unstable psycho."

Frank was still not sure about this. Then a thought occurred to him.

"Dad, you don't seem surprised, did you know about this?"

"Yes, son, they told me some time back. I'd be a hypocrite to object."

"Oh yes, your reptilian girlfriend."

"Your mother was kind of unusual to; ever wonder where Gwen's powers come from?"

"Gwen, sweetheart, remember what I told you? Don't even go out on the first date with a boy unless you could see him as a good husband…"

She finished the admonishment, "Because you never know how a relationship will go once it starts. Dad, if you mean eventual marriage it's a little soon to think about that but there are a lot of places on this planet, or we could go to a lot of other planets, where it's okay."

Frank stood there thinking for a moment. He had expected problems when his daughter entered adolescence but not this. Still, they kind of did go together. He looked over to his wife; she could always bring him over to her side it seemed.

"Alright," he said, "I'll…reserve judgment. But Ben, you'd better be good to her or you're going to need that watch."


	7. Chapter 7

Gwen waited remote in hand, for Ben to get back form making the popcorn. It had been a fun night last night after the graduation ceremony; they had gone out with some friends and had plans to see Lucy and Eddy latter.

But for now she was enjoying the fact that it was just her and Ben. He had grown, taller, more muscular and more mature. Although, she supposed that he would always have a juvenile side, she kind if wanted it that way. Eight years ago she had seen what kind of man he would be without that side of himself. She loved him the way he was.

In the kitchen Ben was at work on the popcorn, he was adding the butter and thinking about another matter. _I could put it in the popcorn, let her find it that way…Just my luck she'd choke on it, how romantic. _ He finished with the salt and brought the bowl into the living room; other matters would have to wait.

"So," Gwen said, "Why did you choose this movie? I've seen it before."

"I haven't seen it all the way through and a friend of mine says it's really good."

"Who is this friend?"

The one we met when we visited Israel, you remember doc, don't you?

"Oh, yea, so he likes this movie, huh."

"Yeah, let's start it." As he said that Gwen pressed play and the opening credits to 'Back to the future' started.

They sat and watched with Bens arm around Gwen and her head on his shoulder. It was really nice to sit her like this. No aliens, no crooks, no parents, just the two of them watching a movie and cuddling.

When the movie was over they cleaned up after themselves. Gwen thought back to when it would have been like pulling teeth to get Ben to clean his messes, she smiled. After the cleanup they sat down together again and talked.

"So, do we need to change our plans now that Grandpa will be getting married? "Gwen asked.

"No, I think they still want to let us stay with them while we're in college."

"Alright, as long as we don't interfere with their little love nest."

Ben laughed, "Well she seems to like us well enough."

"She should." Gwen shook her head. "Kind of funny, it was my dad who had a problem with us at first but yours who wasn't too sure about his new step mother."

"Yeah, I guess having a reptile for a step mom is a little too much for him. But she likes both of her step sons. He'll get used to her just like your dad got used to us"

"Maybe finding out that Xylene was going to be joining the family changed dad's perspective on us. I mean having an alien in the Christmas photo kind of puts the whole cousin thing in a different light."

"Yeah, I guess it would do that. Are you still trying to get a look at our futures?"

"Did the movie bring that to mind?"

Ben tried to imitate Doc Brown "Gwen, it's not good to know too much about you own future."

"Ha. Don't worry. It isn't working to well. There are so many possible futures that it's hard to tell which one is ours."

"Possible futures or do they all happen."

She was glad that questions like that occurred to him now. He was thinking the exact meaning of words before, he just would have made assumptions "As far as I can tell, they all happen in different timelines. And you wouldn't believe some of the things you and I end up doing in other realities."

"You'll have to tell me about it some time."

"I will, it'll be kind of fun to look at it together. By the way, are you nervous about being best man?"

"No, I'm proud that Grandpa wanted me; and I'm looking forward to dancing with the maid of honor." Ben closed the distance between them and put his arms around Gwen and began to guide her around the room.

She loved having his arms around her. "I'm looking forward to it to." she said and then stood on her toes, bringing her lips to his. They were both lost in the moment.

She sighed, "I'm so lucky to have you."

Ben couldn't resist. "Yeah, you are."

"You dweeb." She said, though she said it with a laugh.

"I'm the lucky one here." He said, "Having you is better that having all the charms of Bezel."

Now it was Gwen's turn. "I don't know, I'm not too sure about that."

"You shouldn't have said that while I'm holding you like this." He moved his hands up under her arms and started to tickle her. She yipped and ran away, with Ben following close behind. She ran into her room, first mistake, she didn't have anywhere to run. She threw a pillow at him and tried to go over her bed. That was mistake number two, now he had her by the ankle.

"NO, not there!"

"This little piggy went to market…"

"Haha, OKAY, I give up, you win…STOP."

Ben had made a resolution to himself when they had started dating, he would never take that word lightly. He stopped tickling her foot and looked down at her.

It didn't escape her notice how quickly he had stopped after she said that. She looked at him softly, touched by his concern for her. It was then that she made her own resolution, not to misuse that concern; she would only say 'STOP' when she really meant it, not when they were playing… Not even to avoid tickle torture.

"Let me give you something better to do." She pulled him down and held him tight as she kissed him."

"Your right, that is better." They continued their kiss and cuddle session until they heard her parents car pull in.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

In a couple of months they had the wedding. Xylene's people didn't have a lot of formalities about romantic relationships but she wanted to honor Max's cultural traditions. It took some 'modifications' to get her in a human wedding dress. Ben had to admit, for a reptile, she was kind of pretty.

As the pastor led the wedding vows Ben and Gwen kept stealing glances at each other both imagining the day that they would be standing where Max and Xylene were now.

_The reception would be the perfect time…_Ben thought, _but this is Grandpa and Xylene's day, we can't steal the spotlight._ Then, it hit him. The perfect time, it would mean he'd need to have some patience but he could do it.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

In the first week of December they celebrated their birthdays together. Some of Max's old friends had come. Eddy, Cooper, Lucy, Kia and some of their alien friends were there.

Ben and Gwen simultaneously inhaled and blew out nineteen candles. Then it was time for gifts. They had received some very clever and thoughtful gifts from the others then the exchanged gifts to each other. Gwen gave Ben two gifts. The first was a gag, a toy Omnitrix. It had been one of the most popular toys for several years. The other was a set of four pictures in a frame that had, written at the top; 'My one and only'

Then Gwen opened hers. It was a roughly four inch square box, but very light. When she opened it she found it was mostly packing material. She began to think it was just a gag, an empty box. Then at the bottom of the box she found a diamond ring. She gasped, and when she looked over at Ben he was on one knee. He took her hand and said, "Gwen, I love you more than life itself, and I want to share the rest of mine with you…Will you marry me?"

With tears in her eyes she nodded, "Yes, Yes, I will."

The room burst into applauds as Ben got up and picked Gwen up for a Kiss. It was the most amazing evening of their lives…so far.


End file.
